Exchange Materials definition
Examples of Exchange Materials in a sentence
The Company agrees that, at a reasonable time prior to using or filing with any federal or other governmental agency or instrumentality any Exchange Materials, it will first submit copies of such materials to you and will not use any such Exchange Materials without your prior approval, which shall not be unreasonably withheld.
If at any time prior to the Effective Time any event or circumstance relating to Tenneco or any of its subsidiaries, or their respective officers or directors, should be discovered by Tenneco or any of its subsidiaries which should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement (or in any of the NPS Materials or Tender and Exchange Materials), Tenneco shall promptly inform Acquiror in writing.
You and your representatives may not forward written materials other than the Exchange Materials or any publicly filed documents to the holders of the Existing Notes in connection with the Exempted Exchange without the Company’s consent.
The Company shall pay all fees and expenses relating to the preparation, printing, mailing and publishing of the Exchange Materials.
You are authorized to use copies of the Exchange Materials in accordance with the terms and conditions of this Agreement.
Prior to the Closing and with reasonably sufficient time to allow for delivery of completed Letters of Transmittal and Certificates at or Table of Contents prior to the Closing, the Company shall instruct the Solicitation Agent to distribute the Exchange Materials to each holder of a Certificate.
For the avoidance of doubt, Clause 7.6(a) includes the use of Exchange Materials and/or its derivatives as a benchmark, including without limitation, issuance of a financial instrument referencing the Exchange Materials and/or its derivatives, being party to any financial contract which references the Exchange Materials and/or its derivatives or providing a borrowing rate calculated from Exchange Materials and/or its derivatives.
As soon as practicable (and in any event within ten (10) Business Days) after the ANDA Approval is obtained, Acquiror shall deliver to each Target Stockholder with respect to whom the Exchange Materials have been duly completed and delivered to the Acquiror, the Target Stockholder ANDA Consideration, and (ii) if the ANDA Approval is obtained on or after the Release Date, Acquiror shall also deliver the ANDA Escrow Shares to each Holdings and shall not deposit them with the Escrow Agent .
Tenders of Asda Debt Securities may be made only as set forth in the Exchange Materials and, in particular, only in the manner set forth under the caption entitled "The Exchange Offer--Procedures for Tendering Asda Debt Securities" in the Offering Memorandum.
If you resign or your engagement hereunder is terminated prior to the dissemination of the Exchange Materials or any other release or communication, no reference shall be made therein to you, unless applicable law requires a reference to the Dealer Managers after such resignation or termination, in which case the Company agrees to provide you with prompt notice of such requirement and to provide you a reasonable opportunity to seek an appropriate protective order or other remedy.